Inheritance Tax Solution Application Pack

Transcription

1 October 2012 Inheritance Tax Solution Application Pack Guidance Notes Before completing this Application Form you should read the Kestrel Inheritance Tax Solution (KITS) Product Brochure dated September 2012, the Customer Agreement for Investment Management and Dealing Services as well as the Jarvis Investment Management Custody Agreement. You must complete all parts of the Application Form and Client Suitability Form in accordance with the instructions in these notes. Application Form 1. Investor details Insert your personal details in the boxes provided. 2. Investment Insert, in figures, the amount you are investing in KITS or state if you are making an in-specie transfer. 3. Income Tick the box to indicate whether you would like the income from your portfolio to be distributed to you, or reinvested. If you elect for income, you must provide your bank details. 4. Payment Unless you are making an in specie transfer, please indicate whether you will be sending the funds by bank transfer or cheque. Cheques Cheques should be made payable to Jarvis Investment Management Ltd Client A/C. Bank transfers If you are transferring your money by BACS/CHAPS, the bank account details to send the funds to are as follows: Account name: Jarvis Investment Management Ltd Client a/c Sort code: Account No Bank name: National Westminster Bank Plc, (Tunbridge Wells branch) Please ensure that you reference the payment with your name and the word KITS. 5. Adviser details You do not need to fill in this section of the form. This section is to be completed by the professional adviser (if any) that introduced KITS to you, or has assisted you with the investment decision. 6. Declaration Please read the declaration and the confirmations carefully before signing and dating. 7. Custody & money laundering declaration This section enables Jarvis Investment Management to act as custodians of your KITS portfolio and authorises them to complete the relevant anti-money laundering checks. Please read the confirmations before signing and dating. Authority to give instructions Please complete this form only if you wish to appoint others to give instructions to operate your KITS account. In Specie Transfer Form Please complete this form only if you wish to transfer an existing portfolio of equities to establish a KITS portfolio. Client Suitability Form 1. Financial Position Income Please tick one of the boxes in this section to indicate your approximate net annual disposable income. 2. Financial Position Assets Please tick one of the boxes in this section to indicate the approximate level of your total net assets. 3. Investment Experience Please tick those boxes in this section that best describe your investment experience. 4. Investment Objectives Please tick the box if this accurately describes your investment objectives. 5. Client Declarations Please tick one of the boxes to confirm you understand or have been advised of the risks of investing in equities, then complete your name, address and sign and date. Checklist Please make sure that you have completed all sections of the Application Form and signed and dated it in sections 6 and 7. Please make sure you have completed all sections of the Client Suitability Form as well as signing and dating the declaration. Please enclose a cheque made payable to Jarvis Investment Management Ltd Client A/C, unless you are sending the investment amount by bank transfer. Please send your completed forms and cheque (if applicable) to: Kestrel Partners LLP, The Mews, 1a Birkenhead Street, London, WC1H 8BA If you have any questions regarding KITS or the Application Form, please contact your IFA, tax or other professional adviser or Kestrel Partners on Important Information. Please note that Kestrel may, in its absolute discretion, reject any Application Form that is received.

2 FAQs If you have any questions regarding KITS or the Application Form, please contact your IFA, tax or other professional adviser or Kestrel Partners on Who should invest in KITS? KITS is aimed at investors whose estate is expected to be valued significantly in excess of the nil rate band for inheritance tax. You should consult your IFA, tax or other professional adviser to establish whether this product is suitable for you and before making any decision to invest in KITS. Who owns the shares within my KITS portfolio? In order for the investments within your KITS portfolio to qualify for Business Property Relief, it is a requirement of HM Revenue & Customs that individual investors are the beneficial owners of the shares within their KITS portfolio. However, to enable efficient administration and prompt settlement of transactions, the shares that you beneficially own will be registered in the name of the custodian or its nominee company which will hold them on your behalf. Who is Jarvis Investment Management and what is their involvement with KITS? Kestrel is not authorised to hold client money or securities. We have therefore subcontracted this function to a professional administrator and custodian, Jarvis Investment Management, who will provide administrative and custody services on all KITS portfolios. Jarvis Investment Management is authorised and regulated by the Financial Services Authority. How do I check on the progress of my KITS portfolio? You will be sent contract notes, either by post or , every time we buy or sell any shares in your KITS portfolio. In addition you will be sent a formal portfolio valuation and portfolio review twice per year. You will also be sent a consolidated tax voucher at the end of each tax year. What is the minimum amount I can invest? The minimum investment in KITS is 50,000. There is no maximum. Can I make in specie transfers of existing portfolios into KITS? Yes, we will accept in specie transfers of existing portfolios either from other providers or from personal accounts. Shortly after the assets are transferred, we will undertake a review of the portfolio to access BPR eligibility and compliance with our own stock selection criteria, making changes as appropriate. Can I withdraw my investment in KITS? Yes, you can withdraw some or all of your investment in KITS without penalty, although the minimum withdrawal is 5,000. We will arrange for the funds to be returned to you as soon as possible, but due to the inherent illiquidity of some of the companies that we will be investing in, this may take up to 2 months to achieve. Any funds that are withdrawn will no longer be eligible for the IHT exemption afforded by KITS.

3 More FAQs How long do I have to wait before I am eligible for IHT relief? Shares that are eligible for Business Property Relief must be held for a minimum of two years in order to be eligible for exemption from IHT. After this period, the portfolio should be retained in order to continue to benefit from the IHT exemption. If you elect to reinvest any income generated from your portfolio, then these additional funds must be invested in BPR eligible companies for a minimum of two years before they secure relief from IHT. What happens if you sell some of the shares within my KITS portfolio? Whilst we will be investing your portfolio on a medium term basis and therefore do not intend to actively trade your investments, we may decide from time to time to sell an investment for various reasons such as a company being taken over, its shares will no longer be listed on AIM, it no longer being eligible for Business Property Relief, or on the basis of valuation or changes to the business or management. Provided we promptly replace your investment with another company that is eligible for Business Property Relief, the date of the original investment will be carried over to the new investment for the purposes of calculating the required two year holding period. What happens to my KITS portfolio after I die? Provided your KITS portfolio has been invested in companies that are eligible for Business Property Relief for at least two years, the prevailing market value of these holdings will be exempt from IHT. Normally a claim will be made by your executor(s) after your death to confirm eligibility for Business Property Relief. On the instruction of your executor(s) we will, if requested, sell the investments within your KITS portfolio as soon as possible, or continue to manage some or all of your KITS portfolio on behalf of your beneficiaries. Will any income tax or capital gains tax be payable on my KITS portfolio? Yes, any income earned regardless of whether it is distributed to you or reinvested in your KITS portfolio will be chargeable to income tax at rates of up to 50% for income and 36.11% for dividends. Capital gains tax will only be payable when shares within your KITS portfolio are sold at a gain, and even then you will only be liable to capital gains tax to the extent that your gains (when aggregated with any other capital profits made by you during the relevant year) exceed your capital losses and subject to your annual exemption. No capital gains tax is payable by your estate upon death. Will I have to send a cheque to cover any fees? No, any initial fee will be deducted from the subscription that you make. Ongoing annual management fees will, where possible, be satisfied from the retention of dividends and interest arising on your KITS portfolio, although if there are insufficient funds to cover such fees, we may need to sell some of your shares. How do I apply? You should first review the KITS brochure as well as the Customer Agreement for Investment Management and Dealing Services as well as the Jarvis Investment Management Custody Terms and Conditions. If in doubt about the suitability of this product, you should consult your IFA, tax or other professional adviser. You should then complete the Application Form and Client Suitability Form and send it to Kestrel Partners LLP, The Mews, 1a Birkenhead Street, London, WC1H 8BA together with a cheque to cover payment (unless you are funding your subscription by bank transfer). How can I make payment? You can either enclose a cheque with your completed Application Form and Client Suitability Form made payable to Jarvis Investment Management Ltd Client a/c, or make a bank transfer to the following account: Account name: Jarvis Investment Management Ltd Client a/c Sort code: Account number: Bank: National Westminster Bank Plc (Tunbridge Wells branch) What happens after I return the Application Form and payment? Once your Application Form, Client Suitability Form and payment have been received and accepted, we will send you a letter confirming that you have become a client. We will then seek to invest your subscription as soon as possible. You will receive contract notes for each purchase of shares and any interest earned will be credited to your account.

4 Inheritance Tax Solution Application Form If you have any queries about completing this Application Form please contact your professional advisor or call Kestrel on Investor Details Title: Surname: Forename(s): Permanent residential address: Postcode: Tel: (work) Tel: (home) Date of birth: Contract notes by or post: If you have been living at the above address for less than 12 months please provide your previous address. I am a UK resident: N.I. number: 2. Investment I wish to invest (Please note the minimum investment is 50,000) OR I wish to make an in specie transfer of an existing portfolio and attach a completed KITS Transfer Form. 3. Income I wish for any income arising on my KITS portfolio to be distributed to me on a semi-annual basis. (If you check this box please provide your bank details below) OR I wish for any income arising on my KITS portfolio to be retained within my portfolio and reinvested. Bank details for payment of any income arising from your KITS portfolio Name of bank: Account name: Account number: Sort code: 4. Payment You can either send the funds by bank transfer (details below) or send a cheque made payable to Jarvis Investment Management Ltd together with this completed Application Form. Account name: Jarvis Investment Management Ltd - Client a/c Sort code: Account number: Bank: National Westminster Bank Plc (Tunbridge Wells branch) 5. Financial Adviser Details and Fees Name: Address: Agency code: Tel: Postcode: Reg number / regulator: Fax: Contact name Adviser s initial fee as a % of the investment amount (max. 3%) %. Adviser s annual fee, as a % of the KITS portfolio value (max. 0.8%) %. Bank details where adviser fees to be paid: Name of bank: Account name: Account number: Sort code: 6. Declaration I wish to invest the amount entered in section 2 in the Kestrel Inheritance Tax Solution subject to the terms and conditions of Kestrel Partners LLP, receipt of which I hereby acknowledge. I declare that: I am applying on my own behalf; I have read and understood the risks contained in the brochure and the Terms and Conditions; I approve the initial and annual fees that will be payable to my financial adviser as disclosed above and authorise these to be paid from my KITS portfolio; I understand that KITS is only appropriate to UK residents who expect to have an estate on death significantly above the inheritance tax threshold; I undertake to notify you immediately of any changes to my personal circumstances which may be relevant to this Application Form, the Client Suitability Form or generally to managing my KITS portfolio. Signed: Date: 7. Custodian & Money Laundering Authorisation I confirm: the appointment of Jarvis Investment Management Ltd as custodian of my KITS portfolio subject to their terms and conditions, which I hereby acknowledge having received. that Jarvis Investment Management may undertake a search with Experian for the purposes of verifying my identity. To do so Experian may check the details I supply against any particulars on any database (public or otherwise) to which they have access. They may also use my details in the future to assist other companies for verification purposes. A record of the search will be retained. that the information I have provided is true and complete and that Jarvis Investment Management be authorised to make any credit reference and enquiries in connection with this application. Signed: Date: Please return the signed Client Suitability Form to: Kestrel Partners LLP, The Mews, 1a Birkenhead Street, London, WC1H 8BA

5 Inheritance Tax Solution Authority to give instructions You may authorise a third party to give instructions to operate your KITS account and, if you wish, to make payments to your principal bank. Identity verification documents are required for all authorised signatories. I/We authorise you, until such time as either one of us shall give you notice to the contrary in writing, to accept instructions from the person(s) below in relation to the purchase or sale of any investments and in respect of any corporate actions, but not to make any payments or transfer of assets. Surname Forename(s) First authorised signatory Second authorised signatory (if applicable) Title Residential address Previous address (if living at current address for less than 12 months) Postcode Postcode Date of birth Relationship with account holders Telephone (home) address Specimen signature Of the party being authorised Postcode Postcode Date Do you want to extend this to authorise payments to your Yes No Yes No principal bank account Your signature(s) Please return the signed Client Suitability Form to: Kestrel Partners LLP, The Mews, 1a Birkenhead Street, London, WC1H 8BA

6 Inheritance Tax Solution In Specie transfer into KITS USE THIS FORM TO TRANSFER TO KESTREL AN EXISTING EQUITY PORTFOLIO, EITHER HELD IN YOUR OWN NAME, OR VIA A NOMINEE, OR OPERATED BY ANOTHER MANAGER. 1. Investor Details Title: Forename(s): Surname: Permanent residential address: Postcode: Tel (Work): Tel (Home): 2. Existing Account Manager Details/Nominee details Name of Company: Permanent business address: Postcode: Tel: Contact name: Account number: 3. Declaration Following discussion with my financial adviser, I wish to transfer my portfolio to Kestrel s Inheritance Tax Solution: In Specie (i.e. all holdings and cash balances in the current form) Or In Cash, after my all the positions within my existing portfolio have been sold Tick one box only I request that the above account be managed by Kestrel as a KITS portfolio and hereby authorise you to transfer this account to Jarvis Investment Management Ltd, as custodian, on their written instruction to do so and provide such information regarding my above specified account which they require. Signature: Date: Please complete and return this form together with the KITS Application Form and Client Suitability form to: Kestrel Partners LLP, The Mews, 1a Birkenhead Street, London, WC1H 8BA

7 Client Suitability In order to comply with FSA regulations, we are required to obtain information so that we can assess your suitability as a client. We cannot commence investing your money until we have received this completed form. 1. Financial Position Income Please tick one of the boxes to indicate your approximate net annual disposable income: Above 75,000 Below 75, Financial Position Assets Please tick one of the boxes below to indicate the current level of your total net assets that are likely to be subject to inheritance tax (i.e. that are in excess of the current nil rate band of 325,000). Above 500,000 Below 500, Investing Experience Please tick the relevant box below to indicate the number of shareholdings in publicly traded companies that you currently hold and also indicate the number of years experience you have of investing in shares generally. Current number of shareholdings: More than 20 Years experience of investing in shares 0 2 years 3 5 years More than 5 years 4. Investment Objectives I confirm that my investment objective is (i) to reduce my Inheritance Tax liability by investing in equity securities of companies that are eligible for Business Property Relief; (ii) to invest in these securities on a medium to long term basis; and (iii) to invest in companies that display some of the characteristics described on page 3 of the KITS brochure. I am prepared to accept some risk to my capital in order to achieve my desired tax objectives and to have the possibility of capital growth. 5. Client Declarations I confirm the following (please tick one of the boxes below): (a) That I have sufficient expertise, experience and knowledge of investing in equity securities to understand the risks associated with investing in KITS as demonstrated by the fact that I have held an equity portfolio (either directly or indirectly) valued at more than 50,000 within the last 3 years; OR (b) I have received independent financial advice that KITS is suitable to my circumstances. I understand that equity investments are volatile and that my portfolio may be worth less than the amount I invested; I understand this is a long term product and I do not expect to have any need for the funds being invested in KITS for the foreseeable future; I am a UK resident and am investing in KITS in the expectation that my estate will be subject to inheritance tax; and I confirm that the information I have provided is accurate to the best of my knowledge. Full name: Address: Signed: Date: Please let us know of any material change to the information you have provided to us in this form as soon as reasonably practicable. For Kestrel internal purposes only Suitability assessment completed by: on: Suitability met Yes / No Signed: Date: Please return the signed Client Suitability Form to: Kestrel Partners LLP, The Mews, 1a Birkenhead Street, London, WC1H 8BA

8 Terms & Conditions CUSTOMER AGREEMENT FOR INVESTMENT MANAGEMENT AND DEALING SERVICES KESTREL INHERITANCE TAX SOLUTION ( KITS ) 1 INTRODUCTION AND LEGAL STATUS 1.1 Our Terms and Conditions together with your application form comprise a legal agreement between Kestrel and you. These Terms and Conditions do not have any minimum duration, but we reserve the right to vary or amend these Terms and Conditions in accordance with clause 18 (Changes). 1.2 Words and phrases used in our Terms and Conditions shown in italics have, unless the context requires otherwise, the meanings set out in the Definitions section at the end of these Terms and Conditions. For the purpose of these Terms and Conditions, references to we our Manager or us refer to Kestrel and references to you or your refer to the party or parties named in section 1 of the application form, unless otherwise stated. 1.3 The documents comprised in our Agreement shall in the event of any conflict between the terms contained in any of them take priority over each other in the order in which they are listed in the definition of Agreement in the Definitions section at the end of these Terms and Conditions. 1.4 Upon entering into our Agreement, and at any other time during which our Terms and Conditions are in force, there will be documents and other information we may reasonably require that we may ask you to provide or expect you to provide in order to provide services under our Agreement. This will include: providing us prompt notification of changes to any bank account or third party payment details previously instructed to us; and asking you to provide us with information necessary for us to be able to assess your knowledge and experience in relation to particular products and services, and your financial situation and investment objectives, so as to enable us to ensure that KITS is and remains suitable for you. 1.5 General information about Kestrel: The main business of Kestrel is the provision of investment management and advisory services The address at which we carry out business is the Registered Office We are authorised and regulated by the FSA and we are entered on the FSA s Register under number The address of the FSA is: 25 The North Colonnade, Canary Wharf, London E14 5HS. 2 OVERSEAS RESIDENTS 2.1 Our services are not intended for overseas residents. 2.2 If you are not a resident of the United Kingdom and you receive any documentation in relation to KITS, you should destroy it or return it to Kestrel immediately. INVESTMENT MANAGEMENT AND DEALING SERVICES 3 THE SERVICES WE WILL PROVIDE 3.1 We will provide a personalised investment management service to you in relation to those AIM Shares and your Unallocated Money, for which we are authorised to advise and transact in our Agreement. This means that we will manage your KITS portfolio on your behalf, taking investment decisions for which we shall have full authority at our discretion. Without prior reference to you, we may enter into any kind of transaction or arrangement for your account in relation to any AIM Shares and Unallocated Money. We will only purchase AIM Shares for your KITS portfolio from cleared funds. 3.2 We have certain responsibilities under various money laundering legislation and rules, Know Your Customer requirements and taxation treaties to verify the identity of customers and may need to make certain enquiries and obtain certain information from you for that purpose. You confirm that all information you supply will be accurate and that we may pass on such information as we consider necessary to comply with any legal or regulatory obligations to which we are subject. 3.3 Please note that: (a) we will not be obliged to provide to you announcements or other market information on any AIM Shares; (b) the market that we will deal on is the AIM Market. 3.4 Please note that we will not hold your assets or money and you must appoint the Custodian to do so. 3.5 We will provide you with two reports on your investments per year. 3.6 We shall have discretion to instruct the Custodian to exercise or decline to exercise any conversion, subscription, voting or other rights relating to investments in your KITS portfolio on your behalf, and to give suitable instructions to the Custodian, without consulting with you in advance or notifying you subsequently. 4 RISK 4.1 Investing in AIM Shares will mean that the value of the assets, and the income received from them, may go down as well as up and you may not get back all the money invested. There are three main reasons why this might happen: (a) the actual or perceived financial standing and trading activity of the AIM Companies involved may change; (b) the AIM Shares themselves are subject to the laws of supply and demand and are capable of significant price movements irrespective of market and corporate factors. Such movements could be a reflection of the company size and marketability; (c) the AIM Market itself is capable of large movements due to economic, political and other factors. 4.2 Assessing the relative risk of any of the factors referred to in clause 5.1 is highly subjective and can change over time in response to specific events or revised social or economic forecasts. It is not possible to lay down precise guidelines for the measurement of risk or the potential impact, whether positive or negative, upon an investment portfolio. 4.3 AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM Shares are not admitted to the official list of the United Kingdom Listing Authority. 5 INVESTMENTS IN WHICH WE WILL TRANSACT 5.1 The types of investments which we will manage for you will be a balanced portfolio of AIM Companies selected from the AIM Market. Without imposing any restriction on the number or type of AIM Companies within the AIM Market in which we may invest, we will normally hold shares in a minimum of 10 AIM Companies and usually a maximum of 20, depending on the amount invested. 6 OUR CHARGES 6.1 Our charges are as follows: Initial charge An initial charge of up to 3.0% of the value of your initial investment in KITS may be made for payment to your adviser. If you have an adviser, you should liaise with them directly to establish whether they will levy such an initial charge. Annual charges The annual management charge payable to Kestrel is 2.0% of the value of your portfolio. The annual management charges will be calculated quarterly and based on the value of your portfolio on 31 March, 30 June, 30 September and 31 December. In addition to this, your adviser may receive an annual fee of up to 0.8% on the value of your portfolio, depending on your arrangement with them. All charges are debited quarterly in arrears on 1 January, 1 April, 1 July and 1 October. Currently VAT is liable on all management charges. Dealing charges Dealing charges are passed straight on to you without any mark up by Kestrel. Dealing charges will generally comprise three elements: (i) broking fees, which Kestrel will seek to negotiate on institutional terms as opposed to retail terms. These should generally be less than 0.5% of the bargain value, subject to minimum fees that vary from broker to broker; (ii) stamp duty, which is payable on all purchases at the rate of 0.5%; and (iii) a flat stock exchange levy of 1 on bargains that exceed 10,000. Details of any dealing charges will be contained in the relevant contract note. 6.2 Any initial charge, Kestrel s annual management charges and any annual charges made by your adviser will be shown as separate items on your statements from the Custodian and are calculated periodically, as stated above. Fee notes will normally only be issued on request, if agreed between us. The amount of any commissions charged by counterparties will normally be shown on the relevant contract note or confirmation. 1

9 Terms & Conditions CUSTOMER AGREEMENT FOR INVESTMENT MANAGEMENT AND DEALING SERVICES KESTREL INHERITANCE TAX SOLUTION ( KITS ) 7 CONFLICTS OF INTEREST 7.1 The main business of Kestrel is to manage investments and funds investing in small and micro-cap companies. 7.2 The following is a summary of the conflicts identified within Kestrel and how we manage them: (a) Partners of Kestrel may themselves be beneficiaries or connected to beneficiaries of clients of Kestrel. We operate procedures to ensure that we do not give preferential treatment to these clients; (b) Kestrel manages an unregulated collective scheme in respect of which it can earn performance fees. Kestrel operates procedures to ensure investment decisions are consistent as between different clients and that trades are allocated fairly; (c) To manage the risks associated with personal dealing by its employees, Kestrel has a Personal Account Dealing policy, and our terms and conditions of employment require adherence to this. Our Compliance team monitors adherence to this policy. When there is insufficient liquidity for both a client and an employee order to be executed, client orders are satisfied first; (d) Employment terms and conditions require an employee to disclose outside business interests, including trusteeships. A register of outside business interests is maintained by Compliance so they can consider whether such involvement gives rise to any conflict; (e) We operate a gifts policy to ensure that the receiving by our staff of any gifts does not give rise to a conflict; and 7.3 We will, at any time you request it, provide you with further details of our conflicts of interest policy. 8 AGGREGATION AND EXECUTION OF ORDERS 8.1 We may aggregate your order with orders of other customers. In aggregating your order with those of other customers we must reasonably believe that this is in the overall best interests of our customers. However, aggregation may operate on some occasions to your disadvantage. 8.2 Under the FSA Rules we are required to operate an order execution policy designed to obtain the best available result for any order placed on your behalf taking into account your overall objectives and the needs of our other clients. 8.3 Kestrel has a written order execution policy, which can be viewed on our website 9 TYPES OF INVESTMENT AND RISKS YOU NEED TO CONSIDER 9.1 In addition to clause 5 (Risk), the services provided to you under our Agreement may have particular risks related to this specific product, for the operations to be executed, or their price may depend on or fluctuate in financial markets outside our control. Past performance is no indication of future performance and prices may go down as well as up. 9.2 Non-readily realisable investments (a) We may enter into transactions on your behalf in investments that are not readily realisable. These are investments in which the market is limited or could become so; they can be difficult to deal in or obtain reliable information about their value. (b) You should also be aware that there are certain investments which either do not have a regular dealing date, only deal on certain dates (for example, quarterly) or may have a minimum holding period. 9.3 Penny Shares We may also execute transactions in penny shares. There is an extra risk of losing money when shares are bought in AIM Companies including penny shares. There is a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them. The price may change quickly and it may go down as well as up. 10 CANCELLATION RIGHTS 10.1 You may cancel our Agreement within 14 days of commencement by serving notice upon us by post Upon notice of cancellation, we shall pay to you any sum which you have paid to, or for, a benefit in connection with services under our Agreement, except fees we shall retain for any services we have already provided prior to cancellation. Where a right of cancellation is exercised, any investments made ill be liquidated and any amounts paid by you will be reimbursed (together with any profits), subject to a deduction of (i) any dealing costs, and, (ii) if applicable, the amount by which the value of your AIM Shares has fallen at the time written notification of your wish to cancel is received by us in accordance with clause 21 (Notices) (known as a shortfall and will be calculated under the FSA Rules), and we have had proper time to effect such request subject to clause 9 (Aggregation and Execution of Orders). 11 THIRD PARTIES AND NOMINATED PERSONS 11.1 We may accept instructions and receive and give information on your behalf from and to your other professional advisers or other third parties where you have authorised us to do so in writing. If the instructions relate to the transfer of AIM Shares and/or cash the third party must be an authorised person within the meaning of the Act, unless he or she does not carry on designated investment business (e.g. a member of family or your attorney). Such instructions from any nominated person cannot be accepted by us until we have completed whatever actions we are required to undertake under the appropriate money laundering legislation or regulations. Where appropriate we will liaise directly with any nominated person to fulfil our obligations. Instructions from third parties may be either oral or in writing (including, but not limited to instructions received from them by fax) but we accept no responsibility for any errors or omissions resulting from misunderstandings in respect of oral instructions. We will not accept instructions from third parties who are not nominated persons, nor provide information to professional or other advisers without such written authority Where our Agreement is entered into by more than one person, unless you have appointed a contact person for the portfolio, any instruction, notice, demand, acknowledgement or request to be given by you under this Agreement may be given by or to any one of you. We are not required to verify the authority of that person passing us such instruction. That person may give us an effective and final discharge in respect of any of our obligations. 12 RECORDING OF TELEPHONE CONVERSATIONS You consent that we may record telephone conversations which we may have with you, and acknowledge that such recordings may be used in evidence in the event of a dispute. Our recording shall be and remain our sole property and will be accepted by you as conclusive evidence of the orders, instructions or conversations so recorded. You agree that we may deliver copies and/or transcripts of such recordings to any court or regulatory authority. 13 LIABILITY 13.1 Nothing contained in this section or elsewhere in our Agreement shall act as to limit or exclude our liability to you to the extent that such liability is attributable to a breach by us of the regulatory system established by the Act You irrevocably and unconditionally agree to indemnify or reimburse us and our agents on demand, and keep us fully and effectively indemnified (whether before or after termination of our Agreement) from and against any and all acts, proceedings, claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or assessed against us as a direct or in direct result of our acting under our Agreement. However, this indemnity shall not apply to any loss or liability to the extent it arises or results from our negligence, fraud, breach of our Agreement or any criminal offences Neither we nor any of our staff shall be under any liability whatsoever for any loss or damage sustained by you arising from any actual or proposed transaction as a result of, or in connection with, the provision of any services to which this Agreement applies except insofar as and then only to the extent that such loss or damage is caused by negligence or fraud on our part or of our staff. 2

10 Terms & Conditions CUSTOMER AGREEMENT FOR INVESTMENT MANAGEMENT AND DEALING SERVICES KESTREL INHERITANCE TAX SOLUTION ( KITS ) 13.4 We have legal obligations regarding the detection, reporting and prevention of fraud, money laundering and terrorist activity. We are required to take action where we have suspicions about the use of, or any activity concerning, any accounts or funds we hold or any facilities we provide. Where we are permitted legally to do so, we will advise you of any investigation or of any delay arising from any such investigation. We may be obliged to refuse transactions or instructions. We will not be liable to you or any third party for any loss or damage arising from any action we may take as a result of our legal obligations We shall not be liable for the taxation consequences of any transaction nor shall we be liable for taxation charges arising for any reason We shall not be liable for any loss of opportunity which may have resulted in an increase in the value of your portfolio nor any reduction in the value of your portfolio as a result of market movements. We have not given advice on the suitability of your portfolio of AIM Shares We accept no liability for investment advice given to you, or investment decisions taken on your behalf, by any financial adviser, nominated person or any other person not connected with us, nor will we be under any obligation to perform any monitoring functions with regards to any transaction or other advice given by such persons We shall not be responsible for making any disclosures or notification that you may have under the Takeover Panel, the Companies Act or any other future legislation in relation to your investments You hereby agree that, although we will act and provide services as per clause of this Agreement (The services we will provide), the only duties or obligations we owe you are those set out expressly in our Agreement and that we do not owe you any other further duties or obligations (whether arising from the fact that we are acting as your fiduciary or otherwise). You hereby agree that any consent or waiver given by your acceptance of our Agreement in relation to any duty or obligation we might otherwise owe you shall be valid, effective and comprehensive, and not specific to any particular transaction that may be carried out. 14 YOUR REPRESENTATIONS AND WARRANTIES 14.1 You warrant that you have full power to appoint us on the terms of our Agreement, that your investment is free from all liens and charges and you undertake that no liens or charges will arise from your acts or omissions. You warrant that any information that you have provided to us is complete and correct and that you will notify us promptly if there is any material change to such information. You will provide promptly such other information as we may reasonably request from time to time to enable us to comply with our regulatory and contractual obligations You acknowledge that a failure to provide information requested may result in us being unable to act or may adversely affect our ability to provide services under this Agreement 15 FORCE MAJEURE Except as provided otherwise under the Act, we shall not be liable to you or in breach of our Agreement if there is any total or partial failure of performance of our duties and obligations hereunder occasioned by any act of God, terrorism, fire, act of government or state, war, civil commotion, insurrection, embargo, breakdown, or computer systems or other machine failure, inability to communicate with market makers for whatever reason, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to the foregoing) beyond our control. 16 ILLEGALITY 16.1 If any provision or term of our Agreement or any part thereof shall become or be declared illegal, invalid, unfair or unenforceable for any reason whatsoever, such term or provision shall be deemed to be deleted from our Agreement, but the legality, validity, fairness or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired provided that, should any such deletion substantially affect or alter the commercial basis of our Agreement, the parties shall negotiate in good faith to amend and modify the provisions of the Agreement as may be necessary or desirable in the circumstances These terms shall be subject to the rules of any Investment Exchange under whose rules or using whose facilities we enter into any transaction on your behalf. Such rules shall be deemed to be incorporated herein and shall form part of this Agreement. In the event of any conflict between such rules and these terms, the provisions of such rules shall take precedence over these 17 CHANGES 17.1 We may amend any provision of this Agreement or our arrangements with you by sending you a written notice describing the relevant changes. Such changes will become effective at a date to be specified in the notice which will be at least ten Business Days after the notice is sent to you. In the case of changes brought about by circumstances outside our control we will notify you of such changes as soon as possible You may ask us not to include any provision of this Agreement by giving written notice to that effect, but we are only able to agree if such a change is relevant to the circumstances and it is practicable to carry out your request. 18 COMMENCEMENT 18.1 For new customers or accounts, the following matters must have been completed before we can begin to provide the services described in clause 4 (The Services we will provide) in respect of any of your assets: (a) you have received from us a copy of our Terms and Conditions; (b) you have received the terms and conditions of the Custodian; (c) we have received a completed signed Application Form; (d) we have received a completed Client Suitability Form and have satisfied ourselves that you have sufficient experience to be treated as an elective professional client; (e) the obligations under money laundering legislation and regulations have been satisfied; and (f) the Custodian has received the sum you applied to invest in cleared funds Your Agreement with us will be effective on completion of the matters referred to in clause 19.1 above, after which you will receive from us a commencement letter which sets out the date on which we shall begin to manage your portfolio or advise you in respect of it. 19 TERMINATION 19.1 Either you or we are entitled to terminate our Agreement by giving one month s written notice to the other. You should note that you may lose the tax advantages associated with your portfolio if you sell the AIM Shares before you die Where you are more than one person, your obligations under our Terms and Conditions will be joint and several. Any notice given to any person jointly and severally with others will be deemed to be given to all of them as joint tenants; and we may act on the instructions of any such person, unless we receive valid written notice to the contrary setting out the precise basis upon which the property is to be held, and we shall be entitled to deal with that property in accordance with our Terms and Conditions and the general law, including, with limitation, the law relating to survivorship. Please note that, in the case of our customers that are resident in Scotland, any reference to joint tenant shall be taken to mean proprietors of joint property in which case this section shall be evidence of a survivorship provision Our authority under our Terms and Conditions is given to you on behalf of your successors in title as well as yourself. Accordingly, on the death of an individual, our Terms and Conditions will continue in effect. Prior to the production to us of any grant of probate, grant of representation or other such equivalent document, we shall continue to provide services as agreed under our Terms and Conditions in accordance with the investment objectives notified to us in accordance with clause 4 (The services we will provide) of our Terms and Conditions. We may (but prior to any grant of representation, are not bound to) act on the instructions of your personal representatives. Once the grant of representation is presented to us, the intention is that our Terms and Conditions will be terminated (save in the case of holdings held in our nominee company and/or our custody, the sections relating to our nominee company and to safe custody) and, if requested, we will consider offering a replacement agreement for relevant services to the person(s) subsequently entitled as agreed between us. 3

11 Terms & Conditions CUSTOMER AGREEMENT FOR INVESTMENT MANAGEMENT AND DEALING SERVICES KESTREL INHERITANCE TAX SOLUTION ( KITS ) You agree that during this interim period, all correspondence and documentation which we are required to forward to you under the FSA Rules will be forwarded to the person who has notified us of the death, unless otherwise agreed Our Agreement shall terminate immediately in the event that your agreement with Jarvis Investment Management is terminated for any reason or you (in the case of an individual firm, trust or charity) propose any arrangement with your creditors or if a petition is presented for your bankruptcy or a bankruptcy order is made against you, or (in the case of a company) you become insolvent, cease to carry on your business, have a receiver, liquidator, administrative receiver, administrator, trustee or other similar officer appointed over the whole or part of your assets, or a petition is presented or a resolution is passed for your winding up (save for a solvent winding up as part of a bona fide reconstruction or amalgamation, the terms of which we have approved in advance) or if a resolution is passed for the appointment of an administrator or an administration order is made (or documents for the appointment of an administrator are filed with any court) or if you make an arrangement or assignment for the benefit of your creditors or if any analogous event to any of the foregoing occurs On termination of our Agreement the amount of any fees or other charges which have accrued up to the date of termination will become immediately due. Fees will continue to accrue in accordance with section On notice of termination pursuant to clause 20.1 and prior to termination becoming effective pursuant to a termination as a result of the termination of your agreement with Jarvis Investment Management under clause 20.4, we shall arrange for your KITS portfolio to be liquidated in an orderly manner and for the net proceeds to be remitted to your designated bank account as soon as reasonably practicable after the date of termination and your entire KITS portfolio has been liquidated If our Agreement is terminated by either you or us, we will still undertake the completion of any outstanding orders or transactions initiated by us prior to termination in a timely fashion and in accordance with best practice. However, once such orders or transactions have been completed, our Agreement will terminate Any legal rights or obligations of either you or us which may have arisen prior to termination shall not be extinguished or reduced by termination of our Agreement. 20 NOTICES 20.1 All notices given pursuant to our Agreement shall be in writing and shall be sent to the relevant address stated in our application form unless a new address has been supplied by either party in accordance with this section, in which case notices shall be sent to the party at that new address Notices shall be sent by the following means and shall be deemed to have been received at the following times: (a) by first-class pre-paid post on the third Business Day after despatch; or (b) by facsimile with correct answerback on the Business Day after despatch. For the avoidance of doubt, notice may not be served by means of electronic mail Please note that where this Agreement is with more than one client, notice need be served on only one of those clients. 21 ASSIGNMENT 21.1 This Agreement is personal to you and your personal representatives and shall not be capable of assignment or transfer by you or them We may assign our Agreement to any company, person or other legal entity connected with us or to any other successor, firm or company on giving at least ten Business Days written notice to you to that effect. 22 GOVERNING LAW Our Terms and Conditions are supplied in English and we will communicate in English with you for the purposes of our Agreement. The provisions of our Agreement and the relationship created by it shall be governed by the Law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales. 23 WAIVERS Our failure to seek redress for violations or to insist upon strict performance of any condition or provision of this Agreement, or our failure to exercise any right or remedy to which we are entitled under it, shall not constitute a waiver thereof. 24 COMPLAINTS AND COMPENSATION 24.1 In the event that you wish to make a complaint, this should be addressed to our Compliance Officer at the Registered Office. We will also provide you with a copy of our complaints procedure on request. As an elective professional client you will not be an eligible complainant and therefore will not be entitled to have your complaint considered by the Financial Ombudsman Service. You will also not be an eligible claimant to the Financial Services Compensation Scheme if for any reason we are unable to meet any claim made against us by you. 25 DATA PROTECTION ACT 25.1 All personal information provided by you to us and any other information relating to your accounts will be treated in confidence By disclosing your personal information to us, you consent to such information being collected and held in our computer systems and used in the following ways: (a) to provide the services which you have engaged us to provide; and (b) to keep you informed by mail or telephone of other services which we or any of our sister or associated companies consider may be of interest to you. We may also use your personal information in aggregate form in order to help us analyse, develop, and manage our business Your personal information will not be disclosed to any third party except: (a) we may be required or it may be appropriate for us to disclose your personal information to the FSA, the London Stock Exchange or any other regulatory or enforcement body (whether in the UK or elsewhere) having jurisdiction over the matters in respect of which disclosure is made, including without limitation matters relating to actual or suspected money laundering; (b) we may disclose your personal information to a credit reference agency who may retain a record of the data we supply to them for the purpose of carrying out both credit reference checks and also money laundering checks which we are required to carry out by law and to fulfil our legal obligations from time to time; and (c) it may be necessary for us to disclose your personal information to third parties including the Custodian to enable us to transact business on your behalf; 25.4 In accordance with the Data Protection Act 1998, you are entitled, on payment of a fee, to a copy of the information we hold about you. In the first instance, you should direct any such request to us in writing to The Compliance Officer at the Registered Office Kestrel Partners LLP is the data controller for the purposes of the Data Protection Act CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 A person who is not a party to our Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of our Agreement. 27 RECORD RETENTION In accordance with legal and regulatory requirements, we will retain your records for at least three years following the termination of any relationship between us, unless this period is extended by law or regulations. 4

12 Terms & Conditions CUSTOMER AGREEMENT FOR INVESTMENT MANAGEMENT AND DEALING SERVICES KESTREL INHERITANCE TAX SOLUTION ( KITS ) DEFINITIONS Any italicised words in the Agreement unless otherwise specified below shall have the meaning set out in the glossary to the FSA Rules, a copy of which is available at httpi/fsahandbook.info/fsa/html/handbook/glossary. Act The Financial Services and Markets Act Agreement This is made up of:- These Terms and Conditions for Investment Management and Dealing Services. The Custody Terms and Conditions of Jarvis Investment Management Limited. The application form for KITS completed by you. Any other letter or document that we may provide to you under the FSA Rules that is stated by us to constitute part of the Agreement in accordance with section 18 (Changes) of these Terms and Conditions. AIM Companies Companies listed on the AIM Market. AIM or the AIM Market The London Stock Exchange s Alternative Investment Market. AIM Shares Shares in AIM Companies. Business Day A day (other than a Saturday or Sunday) on which banks are open for general business in London. Custodian Jarvis Investment Management Limited or such other person or persons appointed by you to hold the assets managed by Kestrel pursuant to the Agreement. FSA The Financial Services Authority or any successor organisation. FSA Rules The FSA Handbook of rules and guidance. Investment Any investment that falls within the regulatory regime established under the Act in which we are authorised by the FSA to conduct investment business. Investment Exchange Any dealing exchange recognised, designated or prescribed by the FSA, as amended from time to time. Kestrel Kestrel Partners LLP, a limited liability partnership registered in England and Wales under registration number OC and which is authorised and regulated by the FSA. Market Information Any news, information or education materials provided by us. Means of distance communication The entering into our Agreement without visiting any of our offices or having a meeting with any of our offices, employees or agents ( staff ), as defined in The Financial Services (Distance Marketing) Regulations 2004, as amended from time to time. Nominated Person Any person listed in the appropriate section of your application form or notified to us in accordance with section 12 (Third parties and nominated persons) of these Terms and Conditions as being nominated to issue instructions to us on your behalf. Registered Office Our registered office from time to time, which is currently The Mews, 1a Birkenhead Street, London WC1H 8BA. Taxation All forms of taxation, whether of the UK or elsewhere in the world, whenever imposed and all statutory, governmental, state, provincial, local government or municipal impositions, duties and levies and all penalties, charges, costs and interest relating thereto. Taxes Taxes, duties, imposts and fiscal charges of any nature, whether of the UK or elsewhere in the world, including value-added taxes and stamp and other documentary taxes. Terms and Conditions These Terms and Conditions as from time to time modified or amended. Unallocated Money Cash held by us on your behalf and not held as part of accrued dividend and other income, nor for the settlement of immediate transactions. Cash receipts become unallocated money on the day that they are applied to your account; sale proceeds become unallocated money on the settlement date. 5

13 Custody Terms & Conditions JARVIS INVESTMENT MANAGEMENT LIMITED STANDARD TERMS AND CONDITIONS 1 DEFINITIONS 1.1 Account means a Nominee account managed by Kestrel. 1.2 Account Charges means our charges in respect of this agreement as published from time to time. 1.3 Agreement Documents shall mean this agreement, the application form and any other document published by us and delivered or made available to you, which is expressed to contain terms and conditions of this agreement in each case as amended from time to time. 1.4 Contract Note means a written record giving details of a Transaction. 1.5 FSA means the Financial Services Authority or its successor. 1.6 Kestrel means Kestrel Partners LLP of The Mews, Birkenhead Street, London, WC1H 8BA 1.7 KITS Agreement means your agreement with Kestrel to manage your assets in accordance with the Kestrel Inheritance Tax Solution brochure and the associated Terms and Conditions. 1.8 Market means the London Stock Exchange s Alternative Investment Market or such other recognised stock exchange on which an investment is quoted. 1.9 Nominee means JIM Nominees Limited or any other authorised nominee that we may from time to time nominate or, for certain investments that are subject to the law or market practice of a jurisdiction outside the UK, a custodian appointed by us Rules means the rules of the FSA as amended Settlement Date means the date by which cleared Settlement Monies are to be received following a Transaction, as specified in the Contract Note or as notified to you at the time of your instruction. Unless otherwise requested at the time of placing your instruction all settlement dates will be in accordance with the LSE rolling settlement period Settlement Monies means the payment due from you to us as a result of a Transaction as specified in the Contract Note this agreement shall mean the agreement between you and us relating to the Account as constituted by the Agreement Documents Transaction means the purchase or sale of investments in connection with an Account we means Jarvis Investment Management Ltd, registered in England with company number registered office 78 Mount Ephraim, Tunbridge Wells, Kent TN4 8BS, the Account Manager, or, where we have assigned this agreement, the person to whom we have assigned this agreement and us and our shall have the corresponding meaning you means the beneficial owner of the Account and your shall have the corresponding meaning. 2 APPOINTMENT 2.1 We are authorised and regulated by the FSA in the conduct of our investment business. 2.2 Provided that your application is approved by Kestrel your Account will open upon receipt by us of a duly completed application together with payment of your initial subscription. 2.3 This agreement will continue in force until the date of termination of the ITS Agreement. 2.4 We will provide Account management and administration in accordance with the KITS Agreement and otherwise as set out in this agreement. 3 POWER OF ATTORNEY 3.1 You acknowledge that you have granted Kestrel a full power of attorney over your Account to invest in investments which Kestrel have selected and which are managed by us Kestrel in accordance with the KITS Agreement and otherwise as set out in the Agreement Documents. 3.2 We will not accept any instructions from you with respect to the management of the Account. 4 BENEFICIAL OWNERSHIP 4.1 Investments within the Account shall at all times be beneficially owned by you. 4.2 All investments held in an Account will be registered in our name. 4.3 We will require evidence of authority from Kestrel for orders from anyone other than Kestrel. 4.4 We shall not lend to a third party the documents of title relating to any investment or any underlying investment held in your Account. 4.5 We are entitled to assume that any Transaction instruction which we reasonably believe to have come from Kestrel or have been given with Kestrel s authority have been so given and we will act on your instructions. We will not be liable for any loss, cost, liability or exposure which may arise in acting on instructions which are subsequently discovered not to have been given by you or with your authority. 4.6 We shall not be responsible in the circumstances of a sale of investments for insuring that you have any particular number or type of securities in your Account at any particular time including at any Settlement Date. 5 MONIES HELD 5.1 Account money accepted by us will be segregated from our other monies and held in a designated client bank account with HSBC Bank plc or with any other authorised institution that we may from time to time nominate. 5.2 Interest accrued on Account money not immediately committed for investment shall be calculated at 1% below the published HSBC Bank plc Premier Account rate from time to time. Interest accrued of less than 1.00 arising on each payment event shall be for our benefit. 5.3 Account money committed for investment will be debited to the Account at the time of a Transaction and may be transferred to a designated client money settlement account. Interest shall accrue for our benefit pending settlement. 6 INVESTMENTS 6.1 To the extent that certain securities held within the Account will be non certificated, no certificates will be issued for such securities. 6.2 You authorise us to recover from HM Revenue & Customs such tax credits on dividends that are reclaimable for the credit of the Account. 6.3 Where as a result of any corporate action the denomination, type, issuer or any other characteristic of any security shall be altered in any way we shall not be responsible for any suspension of trading of such securities nor a refusal registration of any Transaction in such securities. 7 CUSTODY 7.1 Your investments will be pooled with investments held for other investors. This means that your investments will not be identified by separate share certificates. If our Nominee defaults and, for example, is not holding enough investments to satisfy its obligations to all its investors, the investments will be shared out among them approximately in proportion to their holdings. This will not affect your other legal rights. 7.2 Dividends, interest payments and cash entitlements due to you will be paid promptly to your Account. We will only accept dividends in cash unless we agree otherwise. 7.3 Dividends, interest payments and cash entitlements received in a currency other than sterling will be converted to sterling as soon as reasonably practicable but not normally later than the business day after receipt and be paid promptly to your Account. We may recover any foreign currency negotiation costs from you. The exchange rate used will be the appropriate prevailing commercial rate available from our bankers. We will round down to the nearest penny the converted dividends, interest payments and cash entitlements and may keep any amounts arising out of this rounding process for our own account. 7.4 We shall exercise any conversion, subscription, voting or other rights attaching to your investments in accordance with instructions we receive from Kestrel. In the absence of such instructions, we shall not be required to take any action and, in any event, we shall not be required to provide information in relation to such corporate actions to you. 6

14 Custody Terms & Conditions JARVIS INVESTMENT MANAGEMENT LIMITED 8 ACCOUNT INFORMATION AND PROVISION OF DOCUMENTS 8.1 You shall receive a Contract Note from us within 24 hours of Kestrel having entered into a transaction on your behalf. 8.2 We shall provide you with a half-yearly statement. This will show details of all Transactions effected during the previous six months together with any charges applied to your Account and will include a valuation of the Custody Terms & Conditions Investments in the Account based on the mid-price applicable and the balance of cash held within the Account. This statement will be prepared in accordance with the FSA Rules and will be issued within 25 business days after the end of the period to which the statement relates. 8.3 You will have the right to inspect copies of your Contract Notes, vouchers and entries in our books or computerised records relating to Account Transactions on reasonable notice during business hours. 8.4 We shall retain records of Transactions for six years. 9 CHARGES AND EXPENSES 9.1 The fees for our services provided under this agreement will be met by Kestrel. 9.2 You authorise us to deduct and settle any fees payable in accordance with the KITS customer agreement for Investment Management and Dealing Services out of any cash we hold for you. 9.3 If we receive any commission or any other form of benefit from another intermediary details will be disclosed to you on request. 10 LIABILITY 10.1 We shall not be responsible for any loss or damage or depreciation in value of he Account or for its failing to produce a return on capital invested howsoever arising except insofar as the loss, damage or depreciation results directly from the fraud or wilful default or neglect of Jarvis Investment Management Ltd Without prejudice to Clauses 10.1 above we shall not be responsible for any loss or damage or depreciation in value of the Account resulting from matters beyond our control including, but not limited to, the failure, malfunction or breakdown of telecommunications or computer equipment or the action or inaction of any third party including Kestrel You acknowledge that the value of, and income from, any investment in the Market may fall as well as rise and you may not get back the amount originally invested Save to the extent as may be otherwise prohibited by the FSA Rules we shall not be responsible for any loss or damage resulting from the loss or destruction of certificates in respect of securities within the account which are held by us howsoever occurring. 11 TERMINATION 11.1 We will settle any Transaction that was entered into prior to the effective date of termination. Any cash and investments will be transferred out of the Account within two weeks of termination. Following the initial transfer any subsequent residual cash will be sent by cheque to the account holder You authorise us to inform Kestrel if you give notice of termination. 12 DEATH Should you die your assets will be held by us awaiting instruction from Kestrel. 13 RECORDS OF YOUR ACCOUNT We shall maintain all records relating to your Account and make such returns to Her Majesty s Revenue & Customs for the purposes of taxation as we are required to do by Her Majesty s Revenue & Customs. 14 DELEGATION OF FUNCTIONS We may appoint a third party to act in respect of any function relevant to the administration of your Account, but we shall first satisfy ourselves that any such third party is competent to carry out such functions. 15 ASSIGNMENT Subject to the FSA Rules, we may assign this agreement and/or appoint another company to be the custodian and administrator of your Account under these terms and conditions on giving you one month s notice.. 16 COMPLAINTS IN RELATION TO THE CUSTODY SERVICES WE PROVIDE If you wish to make a formal complaint in relation to the Custody Services we provide, please write setting out the precise nature of your grievance to The Compliance Officer, Jarvis Investment Management Ltd, 78 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS. If we are unable to resolve any complaints to your satisfaction you may contact the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. 17 RISK WARNING Securities that are non-exchange traded are classed as non-readily realisable investments. You should be aware that there is a restricted market for such investments and that it may therefore be difficult to deal in your investments or to obtain reliable information about their value. We will disclose to you any position knowingly held by Jarvis Investment Management Ltd or any of our associates in these investments. 18 MONEY LAUNDERING 18.1 In accordance with the Money Laundering Regulations 2007: (i) we may require verification of your identity and may use agents to do so; (ii) we are required to make various checks on money received by us in excess of 10, We will not be responsible for any loss that may result from any delay whilst our identity is verified. 19 WHOLE AGREEMENT AND AMENDMENTS 19.1 Except where the FSA Rules and the law states otherwise, the terms and conditions of this agreement shall be limited to those terms and conditions set out in the Agreement Documents. No other terms and conditions shall apply We may need to amend these terms and conditions (including changes to applicable fees and commissions) by giving you at least 30 days notice. We will only make changes for good reason including but not limited to: Making them clearer and more favourable to you Providing for the introduction of new systems, services, changes in technology and products Rectifying any mistakes that may be discovered in due course Reflecting a change of applicable law or regulation If we amend these terms and conditions for valid reasons that are not specified in this agreement and you are not happy with those changes, we will waive any notice period should you wish to transfer or close your account Any amendment which is made to reflect a change of applicable law or regulation may take effect immediately or otherwise as we may specify. 20 ENGLISH LAW This agreement shall be governed by English Law and shall be subject to the jurisdiction of the English Courts. 7

15 The Mews, 1A Birkenhead Street, London WC1H 8BA kestrelip.com +44 (0) Registered in England and Wales Partnership No: OC Kestrel Investment Partners is a trading name of Kestrel Partners LLP which is authorised and regulated by the FSA